79-19-13 - Articles of association.
§ 79-19-13. Articles of association.
Each association formed under this chapter must prepare and file articles of association, setting forth:
(a) The name of the association.
(b) The purposes for which it is formed.
(c) The place where its principal business will be transacted.
(d) The term for which it is to exist, not exceeding ninety-nine (99) years.
(e) The number of directors thereof, which must not be less than five (5) and may be any number in excess thereof, and the term of office of such directors.
(f) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rule or rules applicable to all members by which property right and interests, respectively, of each member may and shall be determined and fixed; and provision for the admission of new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This paragraph of the articles of association shall not be altered, amended, or repealed except by the written consent of the vote of three-fourths (3/4) of the members.
(g) If organized with capital stock, the amount of such stock and the number of shares into which it is divided and the par value thereof. The capital stock may be divided into preferred and common stock. If so divided the articles of association must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and definite extent of the preference and privileges granted to each.
The articles must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the laws of this state to take and certify acknowledgments, and shall be filed and recorded in the office of the secretary of state.
Sources: Codes, 1930, § 4105; 1942, § 4500; Laws, 1922, ch. 179; Laws, 1962, ch. 227, eff from and after passage (approved March 20, 1962).